Representations and Warranties Concerning the Target Clause Samples
The "Representations and Warranties Concerning the Target" clause requires the seller to make specific factual statements about the target company, such as its financial condition, legal compliance, ownership of assets, and absence of undisclosed liabilities. These representations are typically detailed and may cover areas like pending litigation, intellectual property rights, and material contracts, providing the buyer with assurances about the state of the business being acquired. The core function of this clause is to allocate risk by ensuring the buyer receives accurate information, and to provide a basis for remedies if the representations prove to be false or misleading.
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Representations and Warranties Concerning the Target. The Sellers represent and warrant to the Buyer that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing, Date were substituted for the date of this Agreement throughout this Section 4), except as set forth in the disclosure schedule delivered by the Sellers to the Buyer on the date hereof and initialed by the Parties (the "Disclosure Schedule"). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with particularity and describes the relevant facts in detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4.
Representations and Warranties Concerning the Target. The Sellers represent and warrant to the Buyer that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4), except as set forth in the disclosure schedule delivered by the Sellers to the Buyer on the date hereof and initialed by the Parties (the "Disclosure Schedule") and attached hereto as Schedule 1.
Representations and Warranties Concerning the Target. The Seller represents and warrants to the ESOP and the Buyer that the statements contained in this Section 4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 4), except as set forth in the disclosure schedule delivered by the Seller to the ESOP and the Buyer on the date hereof and initialed by the ESOP and the Buyer and the Seller (the "Disclosure Schedule"). Nothing in the Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty requires such a list or has to do with the existence of the document or other item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 4.
Representations and Warranties Concerning the Target. (a) Organization, Qualification, and Corporate Power . . . . 6 (b) Capitalization . . . . . . . . . . . . . . . . . . . . . 7 (c) Noncontravention . . . . . . . . . . . . . . . . . . . . 7 (d) Title to Assets . . . . . . . . . . . . . . . . . . . . . 7 (e) Subsidiaries . . . . . . . . . . . . . . . . . . . . . . 8 (f) Financial Statements . . . . . . . . . . . . . . . . . . 8 (g) Events Subsequent to Target Balance Sheet . . . . . . . . 8 (h)
Representations and Warranties Concerning the Target. The Seller represents and warrants to the Buyer that the statements contained in this Section 3.3 are correct and complete in all material respects as of the date of this Agreement and will be correct and complete in all material respects as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3.3).
Representations and Warranties Concerning the Target. The Target represents and warrants to the Buyer that the statements contained in this Section 3 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 3), except as set forth in the disclosure schedule delivered by the Target to the Buyer on the date hereof (the "DISCLOSURE SCHEDULE"). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3.
Representations and Warranties Concerning the Target. The Seller represents and warrants to the Buyer that the statements contained in this ss.4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this ss.4), except as set forth in the disclosure schedule delivered by the Seller to the Buyer on the date hereof and initialed by the Parties (the "DISCLOSURE SCHEDULE").
Representations and Warranties Concerning the Target. 9 4.1. Organization, Qualification and Corporate Power................... 9 4.2. Authorization of Transaction...................................... 9 4.3. Noncontravention.................................................. 10 4.4.
Representations and Warranties Concerning the Target. Each Owner represents and warrants, on a joint and several basis with the other Owner, that each statement in this Article 4 is accurate as of the date of this Agreement.
Representations and Warranties Concerning the Target. The Target represents and warrants to Parent that the statements contained in this § 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this § 5) except as set forth in the disclosure schedule delivered by the Target to Parent on the date hereof (the ”Target Disclosure Schedule”). Nothing in the Target Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Target Disclosure Schedule identifies the exception with reasonable particularity. The Target Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this § 5, and any disclosure clear on its face to be applicable to other paragraphs of this § 5 shall qualify such other paragraphs of this § 5.